Distribution of notice of hybrid annual general meeting
Prosus shareholders are advised that notice is hereby given, in terms of the notice of annual general meeting published today, on 12 July 2023, that the hybrid annual general meeting of Prosus (the Annual General Meeting) will be held at 14:00 CET on Wednesday, 23 August 2023, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands. Prosus will, in any event, ensure virtual access to the Annual General Meeting in a manner consistent with the arrangements for a virtual meeting. Virtual participation will be subject to Prosus’s terms and conditions for general meetings.
Prosus shareholders can virtually attend and vote at the Annual General Meeting on all resolutions via www.abnamro.com/evoting, and, if they wish, vote in real time online.
Prosus shareholders registered in the Prosus shareholders’ register or in the (sub)registers designated by the board of directors of Prosus (the Prosus Board) on Wednesday, 26 July 2023 (i.e. the record date), or their authorised representatives, who wish to attend and/or vote at the Annual General Meeting must apply via www.abnamro.com/evoting by no later than on Wednesday, 16 August 2023, at 17:30 CET.
The notice of the Annual General Meeting, including the agenda with explanatory notes, together with the power of attorney and a shareholder circular, which contains relevant information pertaining to the Proposed Transaction (as defined below) (the Shareholder Circular), is available on Prosus’ website at www.prosus.com/investors/shareholder-centre/shareholder-meetings. Prosus’ remuneration report and the proposed remuneration policy are included in the 2023 annual report of Prosus that has already been made available to Prosus shareholders.
The record date in order to be eligible to vote at the Annual General Meeting is Wednesday, 26 July 2023.
Removal of the Cross-Holding Structure
On 27 June 2023, the board of directors of Naspers Limited (Naspers) and the Prosus Board announced that Naspers and Prosus (together with their consolidated subsidiaries, the Group) intend to implement a proposed transaction in terms of which the cross-holding structure between Naspers and Prosus will be removed (the Proposed Transaction).
Prosus shareholders are advised that further information pertaining to the Proposed Transaction in relation to Prosus is set out in the Shareholder Circular that Prosus has published today, on 12 July 2023, simultaneously with the notice of Annual General Meeting, on Prosus’ website at www.prosus.com/investors/shareholder-centre/shareholder-meetings.
The agenda and explanatory notes, including the shareholder resolutions that must be approved by the Prosus shareholders in order to implement the Proposed Transaction, are set out in the notice of Annual General Meeting. Voting on these matters necessary to implement the Proposed Transaction in so far as it relates to Prosus will consequently take place at the Annual General Meeting.
Prosus shareholders are advised to read the Shareholder Circular carefully and in its entirety. Any decision to approve the shareholder resolutions pertaining to the Proposed Transaction at the Annual General Meeting should be made only on the basis of the information in the Shareholder Circular and/or the notice of Annual General Meeting.
Subject to obtaining the requisite approvals of the Prosus shareholders and the Naspers shareholders, further details pertaining to the implementation of the Proposed Transaction, including the applicable salient dates and times for implementation and the entitlement ratio of the Prosus capitalisation issue to be implemented pursuant to the Proposed Transaction, will be outlined in the announcement to be released by Prosus following the annual general meeting of Naspers, expected to be held on Thursday, 24 August 2023.
Dividend /Capital declaration
Further to the announcement made on 27 June 2023, the board recommended that, in total, shareholders receive a distribution (in the form of a capital repayment for holders of ordinary shares N and a dividend for holders of ordinary shares B and ordinary shares A1) of approximately €175m. The distribution per share to which shareholders are entitled will be impacted by the Proposed Transaction as follows:
1. should the Proposed Transaction be implemented and Prosus issue the additional shares, Prosus shareholders will receive, in the form of a capital repayment, 7 euro cents per Prosus ordinary share N. Naspers, as the holder of Prosus ordinary shares B, will receive 0.000007 euro cents per Prosus ordinary share B. Holders of Prosus ordinary shares A1 will receive an amount per Prosus ordinary share A1 equal to the outcome of the formula set forth in the Prosus articles of association, as amended; or
2. should the Proposed Transaction not be implemented and the issued share capital remain as it currently is, Prosus shareholders will receive, in the form of a capital repayment, 15 euro cents per Prosus ordinary share N. Naspers, as the holder of Prosus ordinary shares B, will receive 0.000015 euro cents per Prosus ordinary share B. Holders of ordinary shares A1 will receive an amount per Prosus ordinary share A1 equal to the outcome of the formula set forth in the articles of association.
Therefore, it is currently expected that the aggregate distribution to be paid to Prosus shareholders will be approximately the same under either option.
Furthermore, the Prosus Board recommends that those holders of Prosus ordinary shares N as at 3 November 2023 (the Dividend Record Date) who do not wish to receive a distribution in the form of a capital repayment, can choose to receive a dividend payment instead. A choice for one option implies an opt-out from the other. If the distribution is confirmed by the Prosus shareholders at the Annual General Meeting, elections to receive a dividend payment instead of a capital repayment will need to be made by holders of Prosus ordinary shares N by 20 November 2023.
Capital repayments and dividend payments will be payable to the Prosus shareholders registered in the Prosus shareholders’ register or in the (sub)registers designated by the Prosus Board on the Dividend Record Date and paid on 28 November 2023. Capital repayments will be paid from qualifying share capital for Dutch tax purposes. No dividend withholding tax will be withheld on the amounts of capital reductions paid to the Prosus shareholders. However, if holders of Prosus ordinary shares N rather elect to receive a dividend payment from retained earnings, such dividend payments will be subject to the Dutch dividend withholding tax rate of 15%.
Dividend payments payable to holders of Prosus ordinary shares N who elect to receive a dividend payment and who hold their Prosus ordinary shares N through the listing of Prosus on the JSE will, in addition to the 15% Dutch dividend withholding tax, be subject to South African dividend tax at a rate of up to 20%. The amount of additional South African dividend tax will be calculated by deducting from the 20% a rebate equal to the Dutch dividend withholding tax paid in respect of the dividend payment (without right of recovery). Prosus shareholders holding their Prosus ordinary shares N through the listing of Prosus on the JSE, unless exempt from paying South African dividend tax or entitled to a reduced withholding tax rate in terms of an applicable tax treaty, will be subject to the maximum rate of South African dividend tax of 20%.
The issued share capital of Prosus as at today, on 12 July 2023, is 1,851,020,628 Prosus ordinary shares N, 4,456,650 Prosus ordinary shares A1 and 1,128,507,756 Prosus ordinary shares B.
Prosus shareholders are referred to the various announcements that have been released pertaining to the ongoing, open-ended repurchase of Prosus ordinary shares N, which commenced on 27 June 2022 (the Repurchase Programme).
In order to have a stable share count for purposes of both the Proposed Transaction and the distribution (whether as capital repayment or as dividend payment), it is expected that the Repurchase Programme will be temporarily suspended for a short period immediately before these events, in order to allow for efficient and effective implementation of the Proposed Transaction and the capital repayments and dividend payments, respectively. The Repurchase Programme will resume after each suspension and Prosus shareholders will be updated accordingly.
The Group will also continue to provide weekly updates on the Repurchase Programme by means of press releases and announcements on SENS and on the Prosus website (www.prosus.com).
Amsterdam, the Netherlands
12 July 2023
JSE sponsor to Prosus
Investec Bank Limited
International Legal Advisor: Allen & Overy LLP
Legal Advisor: Webber Wentzel
The Repurchase Programme is being conducted in accordance with Articles 5(1) and 5(3) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“Market Abuse Regulation”) and Articles 2 to 4 of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the “Delegated Regulation”). This document is issued in connection with the disclosure and reporting obligation set out in Article 2(1) of the Delegated Regulation.
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Prosus’s intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any other person that they will do so, except to the extent required by law.
Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people’s everyday lives.
Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including 99minutos, Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Bilt, Biome Makers, Borneo, Brainly, BUX, BYJU’S, Bykea, Captain Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, Detect Technologies, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus, EVERY, Facily, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, IndiGG, Klar, Kovi, LazyPay, letgo, Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, Oxford Ionics, PaySense, PayU, Pharmeasy, Platzi, Property24, Quick Ride, Red Dot Payment, Republic, Sharebite, Shipper, ShopUp, SoloLearn, SpotDraft, Stack Overflow, Standvirtual, Spendflow, Superside, Swiggy, Thndr, Tonik, Ula, Urban Company, Vegrow, Virgio, watchTowr, and Wayflyer.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, and SimilarWeb.
Today, Prosus companies and associates help improve the lives of more than two billion people around the world.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.